The Chrysalix
by DJMirnum
Summary: What would happen if the Changeling Queen returned? What if she had help from three witches? Equestria is on the brink of disaster and the Mane Six and Winx Club have answered the call. Can Equestria and the Magical Realms be saved in time? Or will these two evil forces prevail?
1. A Harsh Reality

**This takes place after "The Royal Wedding" from MLP:FiM and sometime around the end of the fourth season and into the fifth season of Winx Club. Just so you know the timeline I'm working with. Enjoy it!**

Chapter 1: A Harsh Reality

In the not too distant future, is a land that was called Equestria. The once beautiful landscape was now reduced to a barren wasteland, nearly devoid of life. The Changelings and other unknown creatures swept across like a swarm of locusts led by their Queen. Princess Celestia and Princess Luna with their armies did their best to fight but were quickly overcome due to the Queen and her subjects newly obtained powers. Rumors spread that three witches came to Equestria and formed an alliance with the Queen to take over everypony. A resistance soon developed led by the last remaining royal pony, Princess M'Amore Cadenza, or Cadence to her friends. In their secret base, Cadence was going over their history database that Twilight Sparkle helped put together to see if there was anything she might have missed to help them defeat the Queen and her witch allies. The door opened and Applejack came galloping in.  
>"Princess Cadence! Manehattan has been taken by the Queen's forces!"<br>"What?! Are you sure dear Applejack?"  
>"As sure as apples grow on trees."<br>"What are the casualties?"  
>"Half of Rainbow Dash and Soarin's armies were takin' out. A few survivors managed to escape but we don't know where to take them."<br>"And what of Rainbow Dash and Soarin'?"  
>"They're in the infirmary now."<br>Cadence looked crestfallen; at this rate, they'll all be wiped out. Manehattan was one of the few cities they had, now Ponyville and Canterlot and Cloudsdale are all that remain.  
>"Applejack, I want you to take the remaining survivors and divide them up to go to Ponyville, Canterlot and Cloudsdale. Make sure you stop by Rarity's supply store and make sure they all have what they need."<br>"Yes, Your Highness."  
>Applejack bowed and left the room. Cadence returned to the screen to study some more.<br>"There has to be something here; something that could give us some sort of clue."  
>Meanwhile, Applejack was at Rarity's shop making sure the survivors are getting necessary supplies.<br>"These poor folks have been through so much," said Applejack.  
>"Yes, these poor dears," said Rarity.<br>"Rarity, you are needed at the front," said Fancy had lost his wife and home during the first rounds of attack. He then quickly became Rarity's partner to help her disperse supplies to those who needed them.  
>Rarity made her way to the counter while Fancy Pants and Applejack continued to talk.<br>"I do say, there seems to be a few more survivors than from the last attack," said Fancy Pants.  
>"They have Rainbow Dash and Soarin' to thank for that. From what I understand, their army took the brunt of it so more ponies could get away. The Princess sure does appreciate you using your resources to help us out."<br>"It is the least I could do."  
>"Fancy Pants! Come here quick," cried Rarity.<br>Both Applejack and Fancy Pants raced to the front to see what had Rarity screaming. They saw Rarity standing next to a blue coat and white mane mare with a lace doily cutie mark with her two children, a filly and a colt. Fancy Pants' eyes went wide.  
>"It cannot be," he said.<br>"Fancy Pants! You're alive," cried the mare. "Dear brother, I've been so worried about you!"  
>"Frilly! My dear sister! But where is your husband Orion?"<br>Frilly looked down and the young ones began to cry.  
>"He didn't make it. He fought off the Changelings so we could get away."<br>"Oh dear Frilly, you and the children can stay here in Ponyville. Applejack, could you please make sure they get a place in Ponyville," said Rarity.  
>"I'll see what I can do," said Applejack.<br>Back at the infirmary, Fluttershy came to check in on Rainbow Dash and Soarin'.  
>"Excuse me nurse, how are the patients doing?"<br>"They're healing quite nicely. They've actually awaken now."  
>"Oh, thank goodness. May I see them?"<br>"Since it's you, I suppose that would be alright," said the nurse pony.  
>As the nurse led Fluttershy to see them, a familiar pink pony came bounding up behind them.<br>"Hey Fluttershy! Are you going to see Rainbow Dash? Cause I heard they were going to be ok so I hurried over here but not before I planned a Get Well Soon party for them! It's going to be great! There's cake and punch and games and music! You think they'll like it? I know I would!"  
>As she began to ramble on, Fluttershy gave her a stern look to get her quiet. Pinkie Pie then acted like she was zipping her lips. They got to the room and opened the door; Rainbow Dash was sitting up while Soarin' stood next to her bed.<br>"Why are you out of bed Soarin'?! You still haven't fully recovered," cried the nurse.  
>"I'm fine, I'm just making sure Rainbow is fine."<br>"I'm ok, it's you who got seriously hurt. You didn't have to take that hit for me."  
>"What kind of husband would I be if I don't protect my mare?"<br>Rainbow Dash blushed at the remark. She still never got used to that kind of talk. She then saw her two friends at the door.  
>"It's nice to see you guys; where's Applejack," asked Rainbow Dash.<br>"She's getting the survivors settled at the request of the Princess," said Fluttershy. "Those ponies have you two to thank for saving them. From what I hear, it would have been a lot worse without you."  
>Rainbow Dash noticed Pinkie Pie was being unusually quiet.<br>"Hey Pinkie Pie; you got anything to eat? The food here is terrible," said Rainbow Dash.  
>Pinkie perked up and brought out cupcakes for everypony.<br>"I baked these especially for you! I hope you can come to your Get Well Soon party I planned for you! It's going to be great! There's cake and punch and games and all kinds of fun!"  
>"Pinkie," cried Soarin'. "We'll be there."<br>Pinkie then began to dance around until three notes appeared before them. Rainbow Dash read hers aloud.  
>"My dear friends, it is urgent that you come to the base at once. I believe I have figured out a solution to destroy the Chrysallis armies and return peace and balance to Equestria. Signed, Princess Cadence."<br>"Oh my, what do you think that solution is," asked Fluttershy.  
>"Whatever it is, it's important for us to hear. Let's go everypony," said Soarin'.<br>Back at base, Fluttershy, Pinkie Pie, Rainbow Dash and Soarin', along with Applejack, Rarity and Fancy Pants stood before Princess Cadence with the screen behind her.  
>"My friends, I have called you here because you are the group of ponies I trust the most. I have been pouring over this screen to figure out where and how the Changelings managed to take over. That answer was not found within our pony history. So I did a search of other histories from across the universe, and this was what I saw."<br>An image of the Changeling Queen making a deal with a white haired, dark blue attired woman and two other beings one with frizzy hair and magenta clothes and the other with dark brown hair and purple clothes laughing maniacally. The other ponies gasped in fear.  
>"So the rumors were true! They did receive help from witches," cried Applejack.<br>"They are called Icy, Darcy and Stormy. Very formidable and deviously wicked," said Cadence.  
>"But why couldn't you and Shining Armor just repel them like the last time," asked Fancy Pants.<br>"Because, they were infused with an even stronger and darker magic. Our strength alone wasn't going to be enough," said Shining Armor as he came in from the back.  
>"Not even Princess Celestia and Princess Luna were powerful enough to stop them. But, I have also discovered how we can beat them. These three witches have very powerful enemies. They are known as the Winx Club." An image of the Winx Club in their Harmonix fighting the witches appeared on the screen next.<br>"So we're gonna go find this Winx Club and ask them to help us," asked Fluttershy.  
>"What I have devised is this. We send somepony back around the time the Changeling Queen and the witches meet and beseech the Winx Club to come to Equestria and help defeat them so that this horrible nightmare will never come to pass," said Princess Cadence.<br>"I'll go Your Highness," said Soarin'.  
>"No, I'll go," said Rainbow Dash.<br>All the other ponies volunteered themselves but Princess Cadence silenced them.  
>"I appreciate your bravery, but I have already chosen and sent our champion," said Princess Cadence. Suddenly, the alarm began to sound. Cheerilee and Big Mac came running in with the Cutie Mark Crusaders behind them.<br>"Princess! The Changeling Armies are on the attack," cried Big Mac.  
>"Where are they," yelled Shining Armor.<br>"On the outskirts of the Everfree Forest! Zecora confirmed it," said Apple Bloom.  
>"Soarin'! Rainbow Dash! I can't ask you to risk your lives for us again. Applejack, Big Mac; take every able bodied pony with you to fight them off," said Princess Cadence.<br>"With all due respect Princess, but we can't just stand by and do nothing," said Soarin'.  
>"We'll gladly lay our lives down for Equestria," said Rainbow Dash.<br>"Me too," said Pinkie Pie.  
>"And me," said Fluttershy.<br>"Us as well," said Rarity and Fancy Pants.  
>Princess Cadence was moved by everyponies bravery. She agreed to let them go and as they left, she returned to her screen.<br>"Please hurry; we're all counting on you."


	2. A Hero Emerges

Chapter 2: A Hero Emerges

It was the middle of the night and the moon was full. Hardly anything was happening at the Red Fountain School of Heroics and Bravery. Inside the security complex, students and full-time staff were keeping a close eye on everything and everyone. Then, one of the students noticed something on the radar.  
>"Sir, sensors have detected a large amount of unknown magical energy."<br>"Where is it," asked his supervisor.  
>"Somewhere on the outskirts of Alfea, near the lake."<br>"Get a response team ready. I want eyes and ears on this, now."  
>A small crew climbed aboard their Levebikes and sped off to Wytheria Lake. When they got there, everything appeared to look normal.<br>"Sir, I don't see anything. Maybe the sensors picked up something that looked like magic," said a student.  
>"No, that equipment is state of the art. Keep your eyes open. It's here, somewhere."<br>The men slowly spread out to see if they could find whatever it was they were looking for. Suddenly, a student spotted something running away.  
>"I think I have a visual!"<br>"Capture it at any cost! We don't know what we're dealing with so take every precaution!"  
>The men chased the creature down. It would appear one minute and be gone the next. After what seemed like hours, a new plan was developed.<br>"We'll use our smoke bombs to confuse it and when you have in your sights, launch the net."  
>The bombs were thrown and a thick cloud of smoke engulfed the area. The creature began to cough and the next thing it knew, it was encased in a net. It tried to use it's magic to get away but it didn't go anywhere.<br>"Keep trying all you want but you'll never be able to escape those nets. They're especially designed to hold magical creatures so all your magic has been negated. Now, let's see what we are dealing with."  
>The men shined their lights on the creature to reveal a black unicorn pony with a short white mane and tail, dark red eyes and fireworks on its hind quarters.<br>"A unicorn?"  
>"I haven't seen one quite like this before."<br>"Please! You have to set me free," the unicorn cried in a female voice.  
>"State your business and we might consider it."<br>"I have to find the Winx Club! My world is in danger!"  
>The next day, back in Magix, the Winx Club were sitting around a café enjoying a sunny day.<br>"Girls, we need to plan our next vacation right away! I vote a week at the Solaris Royal Spa," said Stella.  
>"We did that last time," said Aisha.<br>"How about we go camping," said Roxy.  
>"Why not a theme park," said Musa.<br>"There's a new museum on future technology in my home realm," said Tecna.  
>"Just like there was one last month," said Stella.<br>"Girls, come on. How about a beach trip," said Bloom.  
>"Or a botanical garden," said Flora.<br>"We better come up with something. I could really use some fun and relaxation," said Aisha.  
>Just then, a messenger came up and handed Bloom a letter. She opened it and as she began to read it, her brow furrowed.<br>"Well girls, looks like our vacation will have to wait. We're needed at Red Fountain."  
>The Winx Club made it to Red Fountain and were greeted by a familiar face.<br>"Helia," cried Flora. She ran to her boyfriend to give him a hug.  
>"Glad you all could some on short notice."<br>"Do you know what's going on," asked Musa.  
>"Come with me, I know where they are holding it," said Helia as he lead the girls' way.<br>In the holding cell, the student in charge greeted them at the door.  
>"Hey there Faust, I brought the Winx Club to take a look at the creature."<br>"This way," Faust said as he led them inside.  
>"We don't know where it's from or why it came here. It hasn't talked since we brought it in. Maybe you can shed some light on this."<br>He opened the window screens to reveal the black and white unicorn pony pacing the floor. The girls were amazed, Roxy was livid.  
>"How could you lock her up like that! She's a living thing that deserves our respect! You let her out right now!"<br>"I can't let it out…"  
>"'It' has a name you know! And She needs to be let out now!"<br>Roxy's eyes burned with anger.  
>"I'd do what she says if I were you. She might turn you into a toad or something," said Stella.<br>"Don't be silly Stella, it'd be an insult to the toads," said Roxy.  
>The student huffed and quickly opened the doors. The pony came trotting out and when she saw the Winx Club, she bowed out of respect.<br>"I'm so glad I found you. Allow me to introduce myself. My name is Night Burst, and I have a great favor of you to ask."  
>"Perhaps we should go somewhere else that we can talk," said Tecna.<br>Once they reached outside the holding cell, Night Burst explained to the Winx Club why she came to Magix.  
>"I came from a world called Equestria. A place where ponies all shapes and sizes live together, but a dark shadow descended upon it and wiped out nearly everything. If things don't change, our world will be destroyed."<br>"What do you want with us," asked Musa.  
>"Our enemies have joined forces with three witches that come from your world. Do Icy, Darcy and Stormy ring a bell?"<br>"What do you know about them," asked Stella.  
>"Their magic made a pony called Queen Chrysalis and her armies more powerful and stronger. If I can prevent the Queen and the witches from ever meeting, then the harsh reality that would await my home will never come to be. That is why I came here, to beseech you to help me stop it from coming to pass."<br>The Winx Club looked at each other; they knew what they needed to do.  
>"Don't worry Night Burst, we'll help you," said Bloom.<p> 


	3. The Alliance

Chapter 3: The Alliance

If there was one word to describe what the witches' lair looked like it was disaster. Not quite the elaborate palace they would like to have but it was all they could manage. They had hoped that a new mission would be waiting for them when they returned from the last one, but he was nowhere to be found. So they took this opportunity to relax for a moment since they haven't had a moments rest since they meet this new guy.  
>"What is it with us," asked Darcy.<br>"What are you talking about," asked Stormy.  
>"Before all this, we did things our own way. We had no one to answer too. We called the shots. And now look at us; first with Lord Darkar, then Valtor and now this guy! We aren't witches, we're sidekicks. Lackeys. Flunkies. Second-rate stooges for other beings."<br>"I'd have to agree with Darcy on this one, Ice. I say it's time we took things back into our own hands," said Stormy.  
>"Do you think I do not know that," asked Icy.<br>"Then why in the name of evil are we doing this," cried Stormy.  
>"He's just a means to an end. Once we've grown in our own powers we will take over things," said Icy.<br>"And how do we plan on doing that," asked Darcy.  
>"I'm working on that," said Icy.<br>Just then, a bright light shone and they covered their eyes and shrank back. When it subsided, a black pony with holes in its legs with dark blue mane and tail and bug like wings and green eyes and a jagged horn stood before them.  
>"Who, or what are you and how did you get here," yelled Icy.<br>"How dare you speak to me that way! I am the Changeling Queen! Queen Chrysalis!"  
>"I don't care if you're the Queen of Mafin! What are you doing here," yelled Icy.<br>"You fool, I was defeated by a magical force! I was so close to victory when the, power of love sent me here." The Queen and the witches shuddered when she said that. "I must get back to Equestia and take my revenge on those wretched ponies!"  
>"Is this thing for real," asked Stormy.<br>"Yeah, I say we send this thing back to where it came from and quick," said Darcy.  
>"Hold on a second. This could be our ticket to greatness. Ahem, Queen Chrystal."<br>"It's Chrysalis."  
>"Whatever; we would like to offer you a deal. We can lend you our powers to take over this Equestria place. If you can help us wipe out our enemies."<br>"I work alone."  
>"Suit yourself," said Icy and then she conjured up an ice monster that roared in the Queen's face. Icy then snapped her fingers and the monster broke into pieces.<br>"What else can you do," said the Queen cunningly.  
>Meanwhile, Timmy and Tecna were scouring through maps to figure out where the witches were last spotted and to pick up any unknown magical energy spikes.<br>Bloom and the others had been asking Night Burst questions about Equestria.  
>"So Night Burst, you say there are lots of ponies from where you come from. What other types besides unicorns," asked Bloom.<br>"We have pegasi and earth ponies and a few alicorns as well, but they are considered royalty."  
>"And what does this symbol on your hind leg mean," asked Musa.<br>"That's my cutie mark, it represents my special talent. All ponies have one; mine is for fireworks, I make fireworks for celebrations."  
>"What exactly happened in Equestria that forced you to come here," asked Flora.<br>Night Burst got quiet; she looked down and focused her thoughts.  
>"Queen Chrysalis and her armies had tried once to take over Equestria but were stopped by Princess M'Amore Cadenza and her husband Shining Armor and their love for one another. Now, they have returned even stronger than ever and managed to succeed. My world was beautiful and green and was then turned barren and ugly. Many ponies have perished. Once we had confirmed that the witches Icy, Darcy and Stormy had offered the Queen powers beyond her own to aide in her conquest, the Princess sent me to find you. If we can stop them here, Equestria can be saved."<br>"Any news yet Timmy," asked Sky.  
>"We've narrowed it down to a few places but we…," Timmy began, then the screen began to flash and narrowed down to the center of Magix.<br>"The witches have been spotted in downtown Magix with several unknown creatures," said Tecna.  
>"That has to be the Queen and her armies. Be warned, they are Changelings, they can change into any type of pony," said Night Burst.<br>"Let's move out," said Sky.  
>The Winx Club and Night Burst along with the Heroes raced to Magix to confront the Trix and the Queen. The scene was chaos; people were running in every direction away from the Changelings, which were much bigger than what they used to be, and other monsters the witches created.<br>"Are you sure making a scene like this will get them here," asked the Queen.  
>"They'll be here alright," said Icy. She looked up and saw Bloom and her friends flying toward them. "Speaking of which," she said.<br>The Winx Club landed and Roxy placed Night Burst on the ground. The Heroes rode up beside them and faced the Witches and the Queen.  
>"Causing more trouble Icy? Does he know you're here," asked Bloom.<br>"We don't need his permission to do anything," yelled Icy.  
>"We can do whatever we like," said snapped Darcy.<br>"Besides, once we're finished with you we're heading for Equestria," said Stormy.  
>"Not if I have anything to do with it," said Night Burst.<br>"Yeah, let's take them down," said Riven. As he ran ahead, another Riven met him. Each copying the others moves. Then, the one on the right punched him and sent him back into Brandon and Helia's arms.  
>"What the," Riven cried.<br>"I told you, they're Changelings," cried Night Burst.  
>"I told you, they're Changelings," echoed other Night Bursts.<br>Soon, the Changelings began to turn themselves into Bloom's, Stella's and Sky's and Brandon's and the rest of the Winx Club and Heroes and Night Burst.  
>"I thought they could only change into ponies," asked Bloom.<br>"So did I," said Night Burst.  
>"Be ready for anything," said Nabu.<br>The fight was on. It seemed like everyone was fighting each other.  
>"It feels weird blasting myself," said Musa.<br>"No kidding! I can't tell if I hit the real Nabu or just his clone," said Aisha.  
>Helia and Timmy backed into one another while being surrounded by other Timmy's and Helia's. Then the Helia behind Timmy turned back into a Changeling.<br>"This is getting old," he cried and soon he was dog piled by them. Then Tecna blasted them away and had Timmy encased in an electrical sphere.  
>"Real me! Real me!"<br>She released him quickly. Roxy was fighting a group when other Roxy's came up behind her. She quickly got angry and began to point to the left and the other Roxy's flew that way. She went over to help Stella and Brandon but was stopped by a bunch of Bloom's. They all prepared to strike but the real Bloom blasted them away. She picked up Roxy and they continued to fight. Meanwhile, Stella and Brandon were fighting a group of Riven's and Flora's when a Flora and a Riven began to change into the others.  
>"Do us, do us," said Stella.<br>A Musa rolled her eyes and looked at a Sky and they turned into Stella and Brandon.  
>"What do you think, babe," asked Stella.<br>"I think we look better," said Brandon. "Hey Sky, I think it's time we bring out the big guns!"  
>"I couldn't agree more," he yelled. He pressed a button and huge semi-automatic blaster appeared. Brandon, Timmy and Riven did the same thing and they began to blast Changelings. Soon the girls and Night Burst began to blast at them. When the dust settled, the Winx Club, Night Burst and Heroes looked exhausted, but the Trix and the Queen were gone.<br>"Hey! Where'd the Trix and the Queen go," cried Musa.  
>"You don't think they…," Flora began.<br>Night Burst began to panic.  
>"We have to get to Equestria now," she cried.<br>"How," asked Roxy.  
>"I don't know if my magic could get me back home, let alone all of us," said Night Burst.<br>"Stella, what about your staff," asked Bloom.  
>"It could carry us if I combined it with Night Burst's magic."<br>"I'm willing to try anything," said Night Burst. "We need to get there about three days before they arrive to get every pony ready."  
>"What about us," asked Helia.<br>"You guys should stay here and help these people," said Aisha.  
>"We better get going," said Night Burst.<br>The Winx Club gathered around Night Burst and Stella. They concentrated their efforts onto Stella's staff and Night Burst's horn. Soon, a red and white light began to grow brighter and brighter. Then with a quick flash, the Winx Club and Night Burst disappeared.


	4. A Fateful Meeting

Chapter 4: A Fateful Meeting

It was a beautiful spring day in Equestria; the sun was shining, the birds were singing, the flowers blooming, just another perfect day. Apple Bloom was heading toward the Everfree Forest to go see if Zecora needed any help making her special brews. She was about half-way there when she heard something that didn't sound like it belonged to the forest. She followed the sound and when she got to the clearing, she saw a bright light and several figures standing before her. She could make out a pony, but the others were taller and did not look like ponies. She quickly made a mad dash back to Sweet Apple Acres to get her big sister involved.  
>"Applejack! Applejack! Ya gotta come quick!"<br>"What in tarnation are ya hollarin' fer," asked Applejack.  
>"Ya gotta come see what just appeared in the forest! There was a pony and there was others that didn't look like ponies!"<br>"Wut are ya talkin' about," asked Applejack. "Yer not tellin' no tall tales now?"  
>"I swears, I'm tellin' the truth!"<br>Applejack sighed and agreed to go see what Apple Bloom was talking about. When they got the clearing, no pony was there.  
>"So where's these non-ponies you were tellin' me so much about?"<br>"But, but they was here! Right here!"  
>Apple Bloom darted back and forth trying to find them. Applejack was losing patience.<br>"Come on now, We've got chores to do," she said as she began to drag Apple Bloom away.  
>"Applejack," cried a voice.<br>Applejack stopped in her tracks. She turned to see Night Burst walking forward.  
>"Do I know you?"<br>"No, but I know you. This may not be easy to explain but could go get Twilight Sparkle and the others."  
>"And why should I do that?"<br>"Because the fate of Equestria is at stake. I'll explain once we have everypony together," said Night Burst.  
>Applejack told Apple Bloom to go get the rest of the ponies and then return home. Soon, Twilight Sparkle, Rarity, Pinkie Pie, Fluttershy, and Rainbow Dash arrived.<br>"What's going on Applejack," asked Twilight.  
>"Yeah, what could be so important that you had make me cut my practice time short," said Rainbow Dash.<br>"Are we having a party?! Good thing I brought my party canon," cried Pinkie Pie excitedly.  
>"Please Pinkie Pie, who would want to throw a party in the Everfree Forest," said Rarity.<br>"Oh my, I hope we don't have to stay too long. I really don't like coming here," said Fluttershy nervously.  
>"Why don't ya'll ask her," said Applejack pointing to Night Burst.<br>"Who are you and what's this about something terrible that's going to happen," asked Twilight.  
>"My name is Night Burst. My friends and I have come to help."<br>"And just who are your friends," asked Twilight.  
>"Come on out."<br>A pink alicorn with a brown and blonde mane and tail and a flower bouquet cutie mark stepped forward. Soon a turquoise alicorn with dark brown curly hair with water drops for a cutie mark followed by purple and orange alicorns with fuscia and blonde manes and tails and a lightning bolt and three suns cutie marks respectively. A red alicorn with blue mane and tail and a head phone cutie mark came forward with a light blue alicorn with red and blond mane and tail with a dragon cutie mark with a green alicorn with pink mane and tail and a bunny cutie mark following close behind.  
>The other ponies were in awe at seeing such beautiful alicorns.<br>"I'm from another timeline where Equestria has become a barren wasteland. The Changeling Queen had returned with an even bigger and stronger army than before. Three witches had lent their powers to her and she was able to take over everypony."  
>"What happened to Princess Celestia and Luna? Why didn't they defeat them," asked Twilight.<br>"They fought the first great battle against them; they disappeared by the end of it," said Night Burst.  
>"What about everpony else," asked Rarity.<br>"Many lives were lost in the coming months. You Rarity, helped make sure our supplies were distributed along with Fancy Pants. You Applejack, became a great general along with your brother Big Mac and Rainbow Dash and Soarin'."  
>"Did something happen to the Wonder Bolts," asked Rainbow Dash.<br>"Spitfire was taken down in the great battle for Trottingham. Soarin' quickly named you their new captain."  
>Rainbow Dash looked down. It would have been awesome to be named captain, just not that way.<br>"If Princess Celestia and Luna vanished, who became the next ruler," asked Twilight.  
>"Princess Cadence became the leader of the resistance movement. Her husband, Shining Armor presided over the armies."<br>"What about the rest of us," asked Pinkie Pie.  
>"You Pinkie Pie, were in charge of keeping every ponies spirits up. Fluttershy, you were responsible for taking care of everypony at our infirmiries."<br>"And what of me," asked Twilight.  
>Night Burst hesitated a little bit. She had to choose her words carefully.<br>"You were a great asset to Princess Cadence. You helped her stay organized and keep track of everything. There was one night, when the Changelings made a move against Canterlot. You tried your best to create a force field to help protect the city but it wouldn't stay up. So you did the only thing you could do; sacrifice yourself to keep Canterlot safe. Your very essence is what was keeping Canterlot encased in the force field. Shining Armor would manipulate it if we needed to open it for other ponies to enter for safety. Our base of operations are within Canterlot."  
>Night Burst let the severity of the story sink in; Twilight especially took it the hardest.<br>"Can nothing be done to stop this," asked Twilight.  
>Night Burst began to smile.<br>"That's where I and these ladies come in," she said referring to the alicorns behind her. "I've brought a special group to help us fight the Changelings. But I do have a confession to make. They aren't really ponies."  
>Twilight and the other ponies looked at her with puzzled expressions. Night Burst nodded and soon, the alicorn ponies began to change. One by one, the Winx Club began to appear before them. The other ponies were amazed and shocked; they had never seen creatures like them before. The Winx stood above them with great wings and brightly colored clothes; it was their Believix form.<br>"May I introduce you to the Winx Club. They have agreed to help us stop The Changelings and the witches from destroying Equestria."  
>"I'm Bloom, fairy of the Dragon Fire."<br>"I'm Stella, fairy of the sun and moon."  
>"I'm Flora, fairy of nature."<br>"I'm Musa, fairy of music."  
>"I'm Tenca, fairy of technology."<br>"I'm Aisha, fairy of water."  
>"I'm Roxy, fairy of animals."<br>The other ponies bowed in respect; Night Burst continued.  
>"We need to see Princess Celestia and get everypony ready for the coming events."<br>"I'll have Spike send a letter to her right away," said Twilight.  
>"Good, let's go," said Night Burst.<br>As they were leaving the forest, Applejack walked up to Twilight.  
>"Hey Twilight, have you noticed something awfully familiar about Night Burst?"<br>"What do you mean?"  
>"Well, her mannerisms are just like yours. Even her cutie mark looks like yours."<br>"Maybe it's coincidence."  
>"I don't know. I gotta bad feelin' 'bout all of this."<br>"Well, if what Night Burst says is true; we are in for some very dangerous times."


	5. Preparing for the Worst

Chapter 5: Preparing for the Worst

The Winx Club followed the ponies to Twilight's library to discuss their next plan. Twilight burst in and yelled for Spike. He came running down the stairs.  
>"I need you to write a letter to the Princess," said Twilight.<br>"You got it. What should it say?"  
>"We request an audience with her immediately!"<br>"We can't be too vague about it," said Night Burst.  
>"I don't want her to worry," said Twilight.<br>"She has every reason to be worried! She needs to know how urgent it is," cried Night Burst.  
>"I know the Princess very well; she'll trust me enough to know that it is important."<br>"She should at least have some idea of what's going on," exclaimed Night Burst.  
>"There's no need to go into details," said Twilight getting impatient.<br>"I'm not saying to go into details but it would be better to convey that this is very serious."  
>"I know it's serious and she will too!"<br>"Why are you so stubborn," they both cried.  
>The others looked on; it had very quickly became an awkward situation.<br>"Again, am I the only one who sees how alike these two are," said Applejack.  
>"I'd have to agree with you on that," said Rarity.<br>"It does seem weird," said Rainbow Dash.  
>"Ok girls, let's just calm down," said Flora trying to ease the tension. "I'm sure this Princess Celestia is a very wise pony and she'll know and understand that something is wrong. You both have made very valid points."<br>Night Burst and Twilight calmed down and Twilight dictated her letter.  
>"Dear Princess Celestia,<p>

It has been brought to my attention that great danger will befall Equestria soon. Action steps must be taken to ensure everyponies safety and to prepare for the upcoming battle. My friends and I would like to discuss this further with you along with others to help explain the situation. We will be coming to Canterlot immediately.

Signed your faithful student,

Twilight Sparkle"

When Spike wrote the last word, he rolled it up, sealed it and breathed his fire to send the message.  
>"Well, if we're gonna get to Canterlot we better get onto the train station. The last train leaves in 10 minutes," said Applejack.<br>"We can get you all there faster," said Bloom.  
>"How," asked Pinkie Pie.<br>"We have Speedix wings," said Aisha.  
>"They allow us to fly faster than anything," said Musa.<br>"Heh, not as fast as me I bet," scoffed Rainbow Dash.  
>"Would you like to find out," asked Aisha.<br>"You bet I would," said Rainbow Dash.  
>"You can have a race at another time," said Roxy.<br>"She's right, we better get going," said Tecna.  
>"Winx Speedix!"<br>The Winx Club wings began to change into their Speedix wings. They each picked up a pony and Spike and flew off to Canterlot castle. When they arrived, Shining Armor flagged them down.  
>"Over there," cried Twilight Sparkle in Tenca's arms.<br>They flew down and landed in the court yard.  
>"Brother! It's so good to see you!"<br>"Hey there Twily!" He then noticed the Winx Club. "Who are they?"  
>"Shining Armor, meet the Winx Club. They're called fairies. Winx Club, this is my brother Prince Shining Armor. Captain of the Royal Guard."<br>The Winx bowed and Shining Armor bowed in return.  
>"Oh, and this is Night Burst. She's the one who brought them here."<br>"Follow me, everyone's waiting."  
>Inside the throne room, Princess Luna stood to the right her sister Celestia on her throne with Cadence on the left. Shining Armor led the others inside.<br>"Your Highness, everybody is here."  
>"Thank you Shining Armor. Twilight Sparkle, would you please explain a little more about this danger you mentioned in your letter? Who are these other creatures?"<br>"Princess, these lovely ladies are called the Winx Club, fairies from another world. And this pony here is Night Burst. I believe she can explain things better than I could."  
>Twilight backed away giving Night Burst the floor.<br>"Your Highness, I think it is better that I show you all what awaits Equestria if we don't act. Not even the fairies have seen this. What you are about to see is the Equestria I came from."  
>Night Burst began to concentrate her magic; her horn began to glow red and soon a bright light flashed and everyone was transported to a barren wasteland. Trees were dead, houses in ruin, ponies running in every direction with changelings and other creatures chasing them. The others looked horrified; they couldn't believe what they were seeing.<br>"What happened," cried Luna.  
>"How can this be," cried Shining Armor.<br>"I thought Shining Armor and I stopped the Queen and her army," said Cadence.  
>"You did, but they returned with help. Three powerful witches from the Winx Club's world," said Night Burst. "If we don't do something and soon, this will became a reality." An evil laughter began to rise and the silhouettes of the Changeling Queen and the Trix appeared and then the vision vanished. Night Burst began to faint but Tecna caught her. Night Burst explained that the first great battle was fought just outside of Canterlot. Princess Celestia wasted no time in ordering Shining Armor to gather every able bodied pony to prepare to fight.<br>"How much time do we have," asked Celestia.  
>"We currently have less than two days," Night Burst replied.<br>"Winx Club, I would like for you to tell me everything we need to know about these witches."  
>As the day drew to a close, the Winx Club and Night Burst were offered a place to stay at the palace along with Twilight and her friends. Meanwhile, Celestia, Luna and Cadence were talking about what to do next.<br>"Do you really think we can bring an army together in time," asked a worried Cadence.  
>"I do worry about how our armies will handle such a strong force," said Luna.<br>"I'm just as concerned as you are," said Celestia. "Time may not be on our side, but I believe that we can win this fight. We just have to have faith in our own strength."  
>"Based on what we have been told about these witches, they seem to be very formidable," said Cadence.<br>"Indeed, they do sound powerful," said Luna.  
>"And who knows how powerful they will be with the Changeling Queen working with them. I hope that our new allies can lend us the strength we need to take them on," said Celestia looking up as the stars twinkled in the night sky.<p> 


	6. Gathering the Fleet

Chapter 6: Gathering the Fleet

Shining Armor placed the call out for ponies to fight. Both Celestia's and Luna's guards' naturally answered, but other ponies from all over Equestria answered too, even Applejack's brother Big Mac. When Applejack found out, she was furious. Big Mac arrived to the training camp led by Shining Armor, and Applejack was there to give him an earful.  
>"Have you plum lost yer mind?! There are plenty of other stallions that are capable to fight! What about Granny Smith and Apple Bloom?! What's gonna happen to the farm with you being here?! They need you back home! Please reconsider this big brother!"<br>Big Mac was one for not saying much; even if he did say anything, it was only a simple "Eeyup" or a "Nope". He listened to his sister vent and when it seemed that she was finished, Big Mac calmly replied. "Sis, I know yer worried about the family back home. But how can you expect me to sit back and watch other ponies fight for their home while I'm hiding out in the barn? I have just as much right to fight for my home as you do with yer friends and every other pony out there. I know you and I can make the Apple family proud."  
>Applejack sighed and relented. She knew he was right so she let him and the rest of the ponies begin their training. She joined her friends along with Night Burst and the Winx Club to watch. Shining Armor's second in command blew a whistle signaling the call to line up.<br>"Alright maggots! Listen up," Shining Armor bellowed as the other ponies stood at attention. "You have answered the call to help bravely defend this land from an upcoming danger! Unfortunately, time is not our friend! The enemy may strike any minute so it is my job to prepare you for the worst! Each of you, earth, unicorn and Pegasus alike will be put through a rigorous, intense, bone-crushing regiment you have ever been through!"  
>"Wow, your brother is pretty formidable," comment Bloom.<br>"Yeah, I don't think I've ever seen this side of him before," responded Twilight.  
>"For all you unicorn's, you will be training with yours truly! Teaching you defensive and offensive techniques with your horn! Pegasi ponies; General Tornado will show you combative flying maneuvers! And finally, earth ponies! Don't think for a minuet that you won't be of any help because you will! You're legs are your greatest weapon! General Juggernaut will put you through a training ritual so rough that it has made grown stallions cry! Now you all have your assignments! Dismissed!"<br>The whistle blew again and everypony began to head over to their stations. Some of the stallions looked nervous and scared but Big Mac remained stoic; determined to not let fear get to him. Applejack on the other hand, wasn't fairing much better.  
>"Applejack, dear? Are you alright," inquired Rarity worriedly.<br>"I don't know ya'll. I'm just worried I might never see my brother again."  
>"How do you think I feel," said Twilight.<br>"Don't worry, your brothers are strong! They'll make it. You just have to trust them," said Night Burst.  
>That brought a little comfort to Twilight and Applejack but they still felt uneasy.<br>"Um girls, where's Rainbow Dash," asked Flora.  
>The others began to look around. They never realized that she wasn't there. Aisha noticed her flying towards the Pegasus group and quickly caught up to her.<br>"What are you doing," she asked.  
>"What does it look like? I'm joining the Pegasi," she said as if it was obvious.<br>"This is serious you know? You're friends told me a little more about you and let me say that this isn't an air show. It's a battle where you could get seriously hurt or worse!"  
>"I realize that but I want to help! I can't just sit back while they do all the hard work!"<br>"But what about your friends? What about the Elements of Harmony," she pleaded with the blue Pegasus.  
>Celestia had told the Winx Club about the Elements of Harmony and they had agreed to use them when it was absolutely necessary. Rainbow Dash thought about it more and reluctantly flew back down with Aisha. When it was time for a break, Applejack went to see her brother.<br>"How's it goin'?"  
>"Well, the training's hard but ain't nothin' I can't handle."<br>"Just promise me one thang," Applejack pleaded. Tears threatened to escape her eyes.  
>"What is it," he asked with concern.<br>She quickly hugged him tight. "Just don't leave me."  
>Big Mac knew instantly what she meant and hugged her back. "I won't leave you or Granny or Apple Bloom. We will both go home together." Meanwhile, Twilight approached Shining Armor.<br>"Hey Shining."  
>"Hey, Twilly; what's up?"<br>"Well, I just wanted to say that if anything does happen. I want you to know that…"  
>"Hey, you don't have to say another word," he said as he pulled her close. "Everything's going to be fine."<br>"How do you know?"  
>"I trust my troops and I trust you and your friends. With everyone fighting together we can win."<br>"But what if Night Burst's vision…"  
>"What Night Burst showed us was how unprepared we were. But thanks to her, we are ready for them. Besides, your big bro took care of those Changelings the first time," he said as a big smug grin formed.<br>"Ahem! You mean 'we' took care of those Changelings," said Princess Cadence as she approached them.  
>"Uh, right! Of course! Hehehe. Ahem! Ok! Break time's over!"<br>Meanwhile, in the space between spaces, the Witches and The Changeling Queen were preparing themselves.  
>"With our combined magic, and the sheer number of your army; this Equestria will surely fall," said Icy.<br>"After your demonstration in Magix, you better be right," said the Queen.  
>"Those losers were just a minor fluke," said Stormy.<br>"I seriously doubt they'll be ready for us," said Darcy.  
>"I wouldn't underestimate them. I did, and it cost me dearly. I won't make the same mistake twice," the Queen bellowed as she surveyed her Changeling Army and the Army of Decay. Meanwhile, the Princesses, Shining Armor and his generals all met with the Winx Club, Night Burst and the Elements of Harmony to figure out their own plan to win the fight. Tecna, Twilight Sparkle and Night Burst explained their strategy.<br>"Based on the intel from Night Burst, we know that they plan to arrive somewhere between Neighagra Falls and Cloudsdale," Tecna stated as she pointed to the map.  
>"We can use Cloudsdale as a point of attack with the Pegasi group, said General Tornado. "Have waves swoop down when the time is right."<br>"An excellent idea," said Shining Armor. "Rainbow Dash, since you're from Cloudsdale you can assist in placing everyone and Aishia can join you."  
>"It'd be an honor," saluted Rainbow Dash. "I know Cloudsdale like the back of my wing! I know lots of great places to dive down from."<br>"The unicorns can provide range attacks from Neihagra Falls. I've asked Twilight Sparkle, Night Burst, Rarity, Musa and Tecna to help lead the factions," continued Shining Armor. "I will help lead the charge with the Earth ponies in the field below with the rest of the fairies and Elements of Harmony."  
>"We will help as well," said Princess Luna.<br>"Yes, we will need all of us," said Princess Cadence.  
>"But, your Highness'," said General Juggernaut.<br>"We're not going to just stand by while our subjects lay down their lives for us. We will help protect our home," said Princess Celestia.  
>Suddenly, Night Burst began to experience a headache.<br>"What's wrong," asked Roxy.  
>"They're…almost here," said Night Burst as she winced in pain.<br>"Sounds like this meeting is over. Everyone; prepare for battle," said Shining Armor.


	7. Raging Storm

**I know; about time right?! :/**

Chapter 7: Raging Storm

Shining Armor and his generals wasted no time in getting everyone into position. With the Pegasus group in place in Cloudsdale, Aisha could communicate with the other fairies down below in the fields to coordinate the air assault. Musa and Tecna were with Twilight, Rarity and Night Burst along with the rest of the unicorns at Neihagra Falls ready to fire at any vile creature that the Earth and Pegasus would miss. Shining Armor then got the rest of the Earth ponies lined up with General Juggernaut at his side. Shining Armor and the princesses worked out an arrangement if things were going bad, they would intervene. Stella and Bloom were flying to try and sense when the enemy would make its presence known.  
>"Do you feel anything," asked Bloom.<br>"No, my staff hasn't reacted to anything."  
>"This was always the worst part."<br>"I know! I hate the waiting! I wish they would just hurry up and get here!"  
>At that moment, the sky grew dark and storm clouds rolled in.<br>"Nice going Stella," said Bloom snidely.  
>The others saw the change in the sky and braced themselves for what was about to happen.<br>"Steady! Steady," cried Aisha as she tried to calm the Pegasus.  
>At the Falls, Rarity looked over at Night Burst.<br>"Are you alright?"  
>"Yes, I'm just worried."<br>"About what?"  
>"I already know how bad things are going to get. I just hope that things will change now that I've warned everyone about it."<br>"Don't worry, we'll get through this," said Twilight.  
>"How can you be sure," asked Night Burst.<br>"I'm not to be honest. But I believe in my friends, the other ponies and you and your fairy friends. We can do this!"  
>"Twilight's right! Let's show those witches and that Chrysalis what for," cried Musa.<br>The other unicorns cheered. Down below, the field soon became overrun with creatures from the Army of Decay, Changelings and some mixture of the two.  
>"Come on Stella, time to activate the spell," said Bloom.<br>"Right!"  
>"Eyes be open to all that is cloaked. Deceitful magic shall not be evoked!"<br>Bloom and Stella designed a spell to make it easy for everyone to see who was a Changeling. They soon landed next to Shining Armor along with General Juggernaut, Applejack, Fluttershy, Pinkie Pie and Roxy.  
>"Spell has been cast," said Bloom.<br>"Thank you ladies. How does it look?"  
>"They look nasty that's for sure," said Stella.<br>"Ah think he was referin' to how big the army that's headin' our way is," said Applejack.  
>"They seemed to be quite large in numbers," said Bloom.<br>"Number do not win a battle," said General Juggernaut.  
>"No, but I bet they help," said Shining Armor.<br>Soon, an evil cackling could be heard and then they appeared. First Darcy, then Stormy and then Icy and Chrysalis. They stood atop their transport, looking down at the sight before them.  
>"So, this is Equestria," asked Icy.<br>"Ew, it's so pretty," said Stormy in disgust.  
>"And overflowing with niceness," said Darcy in the same tone.<br>"We'll make sure to change things up around here," said Icy evilly.  
>"As long as I have a chance at the ones who banished me in the first place, I will be satisfied," said Chrysalis.<br>"Once we take out those Princesses, it will be easy for them to fall," said Darcy.  
>"Don't forget those stupid pixies, too," cried Stormy.<br>"Yes of course. We can't forget about them can we," said Icy. "Send in the troops!"  
>The monsters on the ground picked up speed and was approaching the Earth ponies fast. Shining Armor signaled Roxy and she then contacted Aisha to send in their first wave.<br>"First wave on deck!" The first group of Pegasus got ready with their clouds of lightning. "NOW!"  
>A swarm of Pegasus ponies descended from Cloudsdale; lightning strikes from their clouds aimed at the monsters. Many monsters were fried; but their numbers didn't seem to dwindle. Shining then asked Stella to signal the unicorn group; Musa received the message.<br>"OK guys! It's our turn now! Fire at will!"  
>The unicorns unleashed their magic which seemed to help. Icy began to give orders.<br>"Stormy! See if you can take out the flying ponies! Darcy! Get rid of the unicorns! Chrysalis, you're with me on the ground."  
>Back in Cloudsdale, the second wave was getting ready as the first wave returned to refresh their clouds.<br>"Wave two on deck!"  
>But before wave two could get set up; a freak tornado appeared.<br>"What the?! Who ordered a tornado," cried Rainbow Dash.  
>"That's no ordinary tornado," said Aisha.<br>Stormy cackled as her tornado caused the ponies to scatter.  
>"Everypony stay calm! And get back into formation," cried General Tornado. He then turned his attention to Stormy. "So you can create tornadoes, huh? Well, two can play that game!"<br>The General began to fly in a circular motion creating his own tornado; it barely swallowed Stormy's.  
>"Wow, I've never seen anyone take out one of Stormy's tornadoes with their own," said Aisha.<br>"He's the best at creating tornadoes! He's a legend in the weather group," said a random Pegasus.  
>"Well, we need someone to take her out! We can't send another wave if she keeps attacking," cried Rainbow Dash.<br>"I'll handle Stormy! You get the others back on track," said Aisha.  
>"No way! I'm gonna help you take her out!"<br>"She's too strong for you; if you had magic I'd consider it but the others need your help! Please Rainbow Dash!"  
>"But…"<br>"She's right! I need your help Rainbow Dash," cried General Tornado.  
>"Ok, but I'm steppin' in the minuet things get bad!"<br>"Very well," said Aisha as she flew towards Stormy. "Hey! Frizz Head! Watch where you're aiming that thing!"  
>"How DARE YOU! You will pay for that comment about my hair!"<br>Stormy unleashed her lightning attacks and Aisha did her best to dodge them. Meanwhile, Rainbow Dash and General Tornado managed to get the second wave group together.  
>"OK second wave! Get in there and fry those monsters," yelled Rainbow Dash. Another wave of Pegasus armed with lightning clouds descended upon the monsters below. Rainbow Dash looked to see how Aisha was doing; it was looking bad. Aisha was cornered by Stormy.<br>"Since you're a water type; what do you think will happen if I hit you with a full blast of lightning," she smiled sadistically.  
>But before she could fire, something fast and colorful knocked her down.<br>"Don't mess with my friends," said Rainbow Dash.  
>"What are you doing," cried Aisha.<br>"I told you that I would step in if things got bad."  
>"Thanks; I really appreciate it. Come on, let's take this witch down!"<br>"Let's go!"


	8. Darkness Falls

Down in the fields, the Earth ponies were doing their best to keep the monsters at bay. Shining Armor, along with Stella, Bloom and Roxy focused their attention on the bigger monsters. Pinkie Pie was using her party canon while Applejack used her strong legs.

"These varmints just keep comin'," cried Applejack.

"I know! I'm almost out of confetti," Pinkie Pie shouted back.

Applejack then noticed some of the monsters closing in on Fluttershy.

"Fluttershy! Watch out!"

Fluttershy turned to her horror to see them standing over her looking menacing. She braced herself for the attack but it never came. A flash of red made quick work of them. Fluttershy looked to see who her rescuer was.

"Big Mac?!"

"Eeyup."

He then took a protective stance in front of Fluttershy.

"Stay close to me. I'll protect you."

Fluttershy couldn't control the blushing on her face. Applejack felt relieved that her brother was there to save her friend.

Shining Armor continued to blast monsters away; unfortunately, fatigue was beginning to show.

"I don't know how much longer I can go," he cried.

"I'll send a message to Musa to send some unicorns down here," cried Roxy.

"I think that would be a wise decision," yelled Bloom.

Roxy sent her message, which Musa received loud and clear.

"They are getting hammered down in the fields. They want us to send some unicorns to help."

"I will go," said Rarity. "If anypony would like to join me in helping the Earth ponies below! Follow me!"

A third of the unicorns followed Rarity down the mountain. But their path became blocked by a wall of darkness.

"What is that," cried a unicorn.

Darcy flew by and began to attack the group.

"Stand your ground," Rarity cried.

Tecna noticed Darcy attacking.

"Musa! We have to help them!"

"Alright! Twilight and Night Burst will stay here!"

"Good luck," cried Twilight.

"Show that witch what's what," Night Burst replied.

Musa and Tecna managed to block Darcy's next attack.

"Up to your old tricks, eh Darcy," Musa snarked.

"Old tricks, huh? How about something new then!"

Darcy began to send out wavelengths of dark energy which caused everything to look distorted in Musa and Tecna's eyes. Musa fought hard to pierce through the distortion and managed to get a shot at Darcy.

"Ugh! You little pixie! I'll get you for that!"

Musa flew out of the way of Darcy's Shadow Blast. She looked to see the unicorns trying to break down the wall of darkness.

"Tecna! Help them get to the Earth ponies! I'll keep Darcy busy!"

"Right!" Tecna flew quickly to them. "Everypony! Follow me through the wall! I will guide you! Do not be afraid!"

Tecna then encased the group with her firewall grid and they made it safely through. Rarity made sure everypony got out.

"Thank you Tecna. Please give my regards to Darcy."

"With pleasure," said Tecna and then flew off to help Musa fight Darcy.

"Hmph! Two against one? I thought you pixies were all about playing fair?"

"Like you're one to talk Darcy," Musa snarled.

"What? Are you still mad at me for what I did to Riven? Honestly, it's time to let go. Speaking of letting go, how are things between you and him?"

"That's none of your concern!"

"Relax Musa. She's just trying to get under your skin," said Tecna, trying to calm her friend.

"Well, it's working!"

"Hahahaha! You are so easy to read. As much as I love toying with you; there's a land we need to conquer. Distorted Wave!"

Musa and Tecna quickly blocked the attack. They exchanged several blows but Darcy was not slowing down.

"What? Getting tired already? How about a nice, long rest," Darcy said with a sinister tone. Before Darcy's attack reached the fairies, a dark blue energy blast stopped it.

"Enough!"

A dark blue alicorn appeared in front of the fairies.

"Princess Luna," they cried in unison.

"Hmph. So you finally decided to step in? Took you long enough."

"Go my fairy friends! The battle still rages on! I will handle this one."

"Are you sure Your Highness," asked Tecna.

"Yes. Now go! Hurry!"

"Good luck," said Musa as she and Tecna flew back to the unicorns.

"I understand you have power over darkness," asked Luna.

"Among other things. And I hear you raise the moon. Big deal."

"I do not just raise the moon. I have dominion over the night and everything associated with it. We will see who has more power over the darkness."

"Then bring it on."


	9. Dark Storm

Chapter 9: Dark Storm

Back in Cloudsdale, Rainbow Dash and Aisha were having a tough time with Stormy.  
>"What's the matter losers?! Can't handle a little extra storm clouds?!"<br>"You want a storm cloud?! I'll give you a storm cloud," yelled Rainbow Dash.  
>She began to fly in circles around Stormy, creating her own tornado around Stormy. But Stormy had other ideas. She reached out and blasted Rainbow Dash causing the tornado to dissipate and Rainbow Dash crashing into Aisha.<br>"I don't understand. Why is she so much stronger now," wondered Aisha aloud.  
>"Who cares?! If we don't' defeat her, she'll cause more problems for the pegasi group!"<br>"Not to mention the Earth ponies need help," said Aisha.  
>"Mind if I take over?"<br>Aisha and Rainbow Dash saw Princess Cadence fly in.  
>"Eeeeeeeewwwww! I have to fight a pretty pink pony?! YUCK!"<br>"I'm going to enjoy wiping the floor with you," said Cadence glaring.  
>"Good luck, but be careful. She has a nasty temper," warned Aisha.<br>"Come on! We should help the Earth ponies," said Rainbow Dash.  
>Meanwhile, Darcy was chasing Luna through the mountains. Darcy's attacks kept coming and Luna was able to out maneuver but she was starting to tire out.<br>"What's the matter?! Can't handle magic attacks thrown back at you? It's no wonder you are weakest Princess."  
>"Foolish witch! Your mind games won't work on me!"<br>"Really? You were so easily taken in by your alter ego Nightmare Moon," Darcy sneered.  
>"How did you," said an astonished Luna.<br>"Know about her? Chrysalis told us all about you and how you were jealous of your sister and you tried to cover the world in eternal night. Not a bad plan, if not for your sister."  
>"Silence," yelled Luna in her Royal Voice. "That monster is gone!"<br>"Really? What if I do this?"  
>Darcy's magic surrounded Luna. She then heard that familiar laughter and before her was Nightmare Moon's silhouette.<br>"No! It can't be,' cried Luna.  
>The dark shadow continued to laugh and then exposed her sharp teeth.<br>"Did you miss me," she said maniacally.  
>Luna fired at the Nightmare Moon shadow but her attacks had no effect. The shadow continued to laugh at Luna while Luna cowered in fear at seeing the darkest part of herself before her. Then, a soothing melody filled the air drowning out the evil laughter. Luna began to feel better and then fired another blast at the shadow and this time it worked; the shadow disappeared.<br>"Oh, don't tell me," cried Darcy.  
>Luna turned to see Musa flying beside her.<br>"Thank you for your assistance."  
>"No problem."<br>"I take it you know how to deal with this witch?"  
>"We have a history to say the least."<br>"That's putting it mildly. I can't tell you how many times I've enjoyed knocking you on your goody-two shoed butt," sneered Darcy.  
>Musa growled but kept her cool. Darcy was good at getting under your skin and Musa wasn't going to give her that satisfaction.<br>"Come on Princess Luna, let's give this witch a beat down."  
>"I couldn't agree more. And please, call me Luna."<br>Luna and Musa glared at Darcy preparing to fight.  
>"Two against one? That's hardly fair. But then again, I am fighting some weak opponents."<br>"I'm getting sick and tired of your crap Darcy! I'm going to enjoy wiping that stupid smile off your face," said an angry Musa.  
>"Then bring it, you stuck up pixie." She then turned her attention to Luna, "and you, a disgrace to the very idea that you control creatures of the night. You wanna see creatures of the night?!"<br>Darcy's magic brought forth all manner of hideous monsters that surrounded Luna and Musa.  
>"Oh and by the way," said Darcy giving off a sadistic grin. "They are very, very hungry."<br>At Cloudsdale, Princess Cadence tried her best to stave off Stormy's attacks. Her wings going against the strong winds and avoiding the lightning strikes.  
>"What's the matter?! Don't like having the wind blowing your mane out of place," snickered Stormy.<br>Cadence's resolve was fading fast; unsure how long until her wings would give out. She then fired a concentrated blast of energy from her horn that hit Stormy square on. It caused a feeling in Stormy that resembled goodness and she hated it.  
>"UGH! Why you little?!"<br>Stormy fired more lightning strikes and Cadence tried to fly away but the wind was too much for her wings and she was struck from behind.  
>"AAAAAAAHHHH," she cried out in pain. She began to fall towards the ground; her wings not cooperating. She then closed her eyes and resigned to her fate and waited for the inevitable. But then, she felt something holding her. She looked to see Roxy's gentle face.<br>"Don't worry Princess. We have you."  
>"We?"<br>Flora then flew by and struck Stormy back. The next thing Stormy knew was she was encased in a vine trap.  
>"That should buy us some time. I don't think that will hold her for long," said Flora.<br>"To do what exactly," asked Cadence.  
>"To restore your health," said Roxy.<br>Roxy and Flora used their magic to restore Cadence's stamina and heal her injury from the lightning strike. Once it was over, Cadence began to fly again with much more gusto.  
>"Thank you for your help," she said with a smile.<br>Then, they heard a breaking sound and saw Stormy burst out of her prison. If Stormy was mad before, she was absolutely livid now.  
>"I will destroy you all!"<br>Stormy fired her magic at them but this time Cadence created a shield around them.  
>"I won't be able to keep this up for too long," she cried.<br>"It's ok! I have a plan," cried Flora.  
>Stormy kept up her barrage of attacks till a bright light blinded her. Roxy had unleashed a wave of energy that resembled butterflies which caused Stormy to recoil.<br>"Stormy hates magic that makes you feel good inside," commented Flora.  
>"Really? Let's see how she likes my patented love magic."<br>Cadence began to charge up her horn in the same manner as if she were going to help two ponies feel the love in their hearts. When it was at max level, she released it and it sent Stormy flying. She crashed into a Cloudsdale tower; grateful at least for the soft landing. She instantly felt the effects of Cadence's magic; her hate was replaced with love and her eyes softened. Flora, Roxy and Cadence felt a little relieved that there was one less witch to deal with. However, it was short lived as Stormy's dark heart rejected the good magic they tried to bestow on her. Another giant tornado formed and began to pull in the two fairies and alicorn. As they swirled inside the storm, they heard Stormy's maniacal laughter.  
>"The darkness in my heart is not so easily snuffed out. Especially not by weaklings like you!"<br>The storm intensified like Stormy's rage and the screams of the two fairies and alicorn.

**SOOOOO SOOOORRRYYYY everyone! Finally got some of my mojo back to knock this one out. Thanks for the support! I hate the title but I can't think of anything better**


	10. Field of the Swarm

Down in the fields, Shining Armor, along with the rest of the ponies were fighting the ground troops. It seemed like every time one monster was defeated, two more would take its place.

"Anyone know where those unicorns are," cried Shining as he blasted a few more.

"I sent Musa the message," cried Roxy. "They should be on the way!"

"Could they hurry it up? My horn's starting to give out!"

"Ask and you shall receive!"

Shining turned to see Rarity leading the group that was attacked by Darcy.

"Glad you could make it," he said. "Thought you would be here already."

"Darcy decided to block our path. Thankfully Musa stepped in. Your sister is still on the mountain with the others."

"Good to know she is safe. Watch out!"

A hoard headed towards them but Stella placed a shield around them.

"You guys ok?"

"Yes, thank you Stella darling," said Rarity.

The rest of the unicorns that came with Rarity spread across the field, helping tired Earth ponies take on the swarm. Meanwhile, Big Mac continued to protect Fluttershy. Unfortunately, he was ambushed from all sides and was pinned down. He turned to Fluttershy, who had a look of panic on her face.

"Fluttershy! Run!"

Fluttershy almost did, but then remembered how he stepped in to help her.

"No! I will not abandon you!"

With a battle cry that comes from deep within, Fluttershy charged in and managed to subdue the enemies much to the surprise of Big Mac.

"You were amazing! I didn't think you could do that?!"

"Me neither," she said blushing.

Meanwhile, Roxy was helping Applejack and Pinkie Pie fight off a persistent swarm.

"Ah've just about had enough of these mother buckin' monsters," cried Applejack.

"We just have to hold out until we can defeat the witches," yelled Roxy.

Pinkie looked to see one trying to sneak up on Applejack.

"AJ! Heads up!"

Pinkie leapt into the air and fired her seltzer bottle and pushed it back. Nearly 30 feet.

"How much power does that thing have," wondered a surprised Applejack.

"Was it on the highest setting," asked Roxy.

"Not really, it's on low," Pinkie replied.

Both AJ and Roxy backed away slowly.

At a different part of the battle field, Celestia and Bloom were helping take down some of the bigger monsters.

"It seems like the more we destroy, the more of these things appear," cried Celestia.

"They are a lot stronger than the ones I've faced before," said Bloom. "But, if we can take down the witches, it should help!"

"I know my sister is facing Darcy and Cadence is taking on Stormy. But where is Icy?"

"Looking for me?" Celestia and Bloom looked to see Icy floating above them. "So Bloom, care to take me on again?"

"I didn't think you'd be so eager after all the times we have fought and I've kicked your butt."

Icy growled at the sentiment.

"Don't think you got the upper hand just yet little pixie."

"Is that the best insult you have? Seriously, get some new material."

"Hmph, see how you like this!"

Icy fired at Bloom and Celestia but Bloom's fire shield protected them.

"If you think you are going to land a shot on Celestia, you have another thing coming!" They turned to see Chrysalis fly in. "The white alicorn is mine!"

Bloom turned toward Celestia.

"So you take the horsefly and I take the ice troll?"

"I wouldn't have it any other way. I have a score to settle," glared Celestia.

"Ice troll?! Why you," Icy screamed.

"Horsefly?! You insolent brat!"

Chrysalis fired her magic at Bloom but Celestia intercepted.

"Keep your eyes on me! I'm the one you will fight," cried Celestia as she fired her magic at her.

Bloom and Icy exchanged a few blows with each other.

"What's your endgame Icy?! What is in it for you to take over this place?!"

"Haven't you felt it Bloom?! This place is seething with magical energy! Once my sisters and I have sucked this place dry, we can take on the magical universe and rule over everything!"

"Not on my watch, witch!"

Meanwhile, Celestia and Chrysalis continued to fire magic blasts, neither one giving up.

"How does this help your subjects?! How does this war get you what you want?!"

"The magic that the three witches gave us staves off our usual hunger for love. Instead, it merely changed it to the opposite. We crave destruction and discord! I've learned of other realms beyond Equestria and the witches will allow me to help take them one by one! And it starts here, with your demise!"

Chrysalis fired at Celestia but she was unable to react and was knocked to the ground. She struggled to get back up.

"You caught me off guard once before, but I swear on the sun I set to rise everyday; you will not succeed and I will drive you from my kingdom!"

**Sooooooooooooo sorry for taking so long with this. I'm hoping to get more written soon. Thank you for sticking with me!**


	11. Waves of Love and Soothing Lullaby's

Chapter 11: Waves of Love and Soothing Lullaby's

Flora, Roxy and Cadence continued to be tossed around in the tornado. Flora remembered the tactic that she and others used the last time she got caught up in a tornado. She grabbed Roxy's hand and Cadence's hoof. Roxy then grabbed the other hoof and they concentrated their efforts and the wind died down.

"You got lucky this time, but I'm really in the mood for something fried now," Stormy grinned wickedly. She was about to fire a lightening attack when a morphix shield appeared in front of them. Aisha appeared.

"Looks like I made it just in time."

"Thanks Aisha," said Flora.

"You guys go and help the earth ponies below. I have a score to settle."

"And I will join you," said Cadence.

"Good luck," said Roxy as she and Flora flew away.

"Back for more, eh?"

"This ends here Stormy," cried Aisha.

"You're right. It does!"

Stormy fired another lightening attack but Aisha and Cadence managed to dodge it.

"She's more trouble than she's worth," said Cadence.

"You don't know the half of it," said Aisha.

Stormy fired off more lightening attacks and all Aisha and Cadence could do was dodge them.

"At least make it a challenge for me," sneered Stormy. "I'm getting tired of playing Lightening Tag with you!"

Aisha flew in and sent a blast at Stormy, who managed to block it. But while Stormy was distracted, Cadence blasted her with her magic.

"Ugh! I hate whatever type of magic you have, you stupid pink goody-two shoes!"

"Don't you mean goody-two hooves," smirked Aisha.

"Shut up!"

"I say we combine our attacks into one strong attack, put her out for good," said Cadence.

"Yes, and I think I know how. Follow my lead."

Aisha and Cadence pooled their magic into a sphere and it got bigger and bigger. This didn't go unnoticed by Stormy.

"Don't think that whatever attack you got cooked up will work on me! I'll fry you both!" She fired again but it didn't affect them. "WHAT?!"

"Waves of Love," the fairy and unicorn princess cried.

A blast of energy hit Stormy head on. She screamed in agony at the amount of positive energy it emitted and was knocked out cold. Down in the fields, some of the monsters disappeared and that caused some cheers.

"Looks like that one of the witches was taken down," said Applejack.

"Eyuup," agreed Big Mac.

"But, Princess Celestia and Bloom are still fighting Chrysalis and Icy," said Stella.

"And Musa and Princess Luna are fighting Darcy," said Rainbow Dash.

"I hope they're alright," said Fluttershy.

"Of course they are darling, we have to have faith that they will win," said Rarity.

"For our sakes, I hope so," said Night Burst.

Meanwhile, Musa and Luna were fighting Darcy's nightmare creatures.

"This is getting old," said Musa.

"I agree. I do not know how much longer I can last."

They continued to blast the creatures away. Darcy was thoroughly amused.

"You might as well give it up," she began but then she felt a pain in her chest. "No, Stormy!"

"One down, two to go," smirked Musa.

"But this witch won't go down so easily! Optical Darkness!"

Musa and Luna tried to get out of the way but it was Musa who was struck.

"I can't see," Musa cried.

"Hold on my friend!"

Luna sent a small cloud of her magic to envelope Musa's head. It began to soak up the darkness surrounding Musa's face. When Luna felt the magic was gone, she released the music fairy.

"Wow, what did you do?"

"I used my magic to purge the darkness. Like I have said beforehand," said Luna as she turned and addressed Darcy. "I am the Princess of the Night! I command the darkness!"

"We'll see about that! Darkness Tendrils!"

Darcy extended several long, dark streams toward the music fairy and the alicorn. Luna was caught. Musa managed to cut through the tendril. She suddenly got an idea.

"Say Luna, how's your singing voice?"

"Not bad if I do say so myself."

"Then how's about we put this witch to bed."

"I see, and I know just the song. Do you know 'Come Little Children'?"

"Of course."

As Musa began to play, Luna opened her mouth to sing.

"Come little children, I'll take thee away.

Into a land of enchantment.

Come little children, the times come to play.

Here in my garden of shadows."

The soothing music and Luna's calm voice caused the dark creatures to falter as Darcy began to feel the effects of the music's magic.

"What is happening," she asked as she fell asleep and landed in a cloud that Luna created.

Darcy's monsters soon disappeared as well.

"Great job Luna! Let's go help the others!"

"At once!"

"Princess Luna!"

Luna and Musa looked to see Twilight Sparkle leading the rest of the unicorns down the mountain ridge they were occupying.

"Let us hurry Twilight, the others may need our help," exclaimed Luna.

"Yeah, it looks like Bloom and your sister could use it," said Musa as she saw them fighting a few miles away.

**I have no excuses; sorry for the wait. Kinda got lost in the shuffle of life**


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